Terms
of Service
- Entire Agreement. This Agreement and any
nondisclosure agreement referred to together represent the
entire agreement, supersede all prior agreements and understandings
between the parties relating to the subject matter hereof,
and may be changed only in a writing signed by both parties.
- Notices.
All notices will be in writing and sent to the parties at
their addresses set forth in this Agreement or as modified
by written notice to the other party. Such notices will be
considered to have been given when received.
- Warranty
and Disclaimer of Warranties. DoubleDome warrants that its
services will be of a professional quality conforming to
generally accepted industry standards and practices. The
warranty and condition indicated above with respect to services
is exclusive and in lieu of all other warranties and conditions,
whether express or implied, including the implied warranties
of merchantability and fitness for a particular purpose.
- No solicitation. During the term of this Agreement and
for a period of one (1) year thereafter, Customer agrees
that it will not solicit for hire, on behalf of Customer
or any other organization, any employee or sub-contractor
of DoubleDome, unless Customer has first obtained DoubleDome’s
written consent.
- Severability. If a court determines that
any aspect of any provision is invalid or unenforceable,
this Agreement will be considered to have been modified to
the minimum extent required by the court, and the remainder
of this Agreement, including any modified provision, will
continue in full force.
- Waiver. No delay or failure of
either party to enforce any right under this Agreement will
be considered a waiver of that or any other right under this
Agreement, and no waiver will constitute a continuing waiver
of such right.
- Term/Survival. Either party may terminate
the Services with or without cause at any time by giving
the other party thirty (30) days' written notice of termination.
Upon the termination of Services for any or for no reason,
neither party will be liable to the other because of such
termination for damages on account of the loss of prospective
profits, good will, or on account of expenditures, leases
or commitments in connection with the business of Customer
or of DoubleDome, or for any other reason whatsoever flowing
from such termination. The following obligations will survive
termination or expiration of this agreement for any reason:
(a) provisions relating to nonsolicitation and (b) obligations
to make payments of amounts that are due under this agreement.
- Limitation of Liability. The maximum liability of either
party under this agreement for damages to the other party
for any and all causes whatsoever, and each party’s maximum remedy, regardless of the form
of action, whether in contract or in tort, including negligence,
shall not exceed the total amount paid for services under the
applicable estimate or in the authorization for the particular
service if no estimate is provided.
- Attorneys’ Fees.
The prevailing party in any dispute related to this Agreement
will be entitled to recover its costs, including without limitation
reasonable attorneys’ fees, incurred in contesting the
dispute.
- Hold Harmless. Client agrees to defend, indemnify,
and hold DoubleDome and all of its shareholders, partners,
contractors, agents, and employees free and harmless from
and against all claims, liabilities, losses, and expenses
(including without limitation reasonable attorneys’ fees
and costs), arising from any act or omission of DoubleDome
relating to the Services, from any claim that the Work Product
requested infringes any patent, copyright, trademark, or
trade secret of any third party, or otherwise violates the
rights of any third party, or from any obligation imposed
upon DoubleDome to pay withholding taxes, social security,
unemployment, or disability insurance in connection with
any compensation received by the Client under this Agreement.
- Governing
Law & Jurisdiction. This Agreement shall
in all respects be governed by the laws of the State of Georgia
without reference to its principles of conflicts of laws.
The parties hereby agree that all disputes arising out of
this contract shall be subject to the exclusive jurisdiction
of and venue in the federal and state courts within Fulton
County, Georgia. Customer hereby consents to the personal
and exclusive jurisdiction and venue of these courts.
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